Kilroy Realty Corporation Second Quarter 2017 Supplemental Financial - - PowerPoint PPT Presentation

Kilroy Realty Corporation Second Quarter 2017 Supplemental Financial Report

Table of Contents

Page Corporate Data and Financial Highlights Company Background 1 Executive Summary 2 Financial Highlights 3 Common Stock Data 4 Consolidated Balance Sheets 5 Consolidated Statements of Operations 6 Funds From Operations and Funds Available for Distribution 7-8 Portfolio Data Same Store Analysis 9 Stabilized Portfolio Occupancy Overview by Region 10-14 Information on Leases Commenced & Leases Executed 15 Stabilized Portfolio Capital Expenditures 16 Stabilized Portfolio Lease Expirations 17-19 Top Fifteen Tenants 20 2017 Operating Property Dispositions 21 Consolidated Ventures (Noncontrolling Property Partnerships) 22 Development Stabilized Development Projects 23 In-Process, Near-Term and Future Development Pipeline 24 Debt and Capitalization Data Capital Structure 25 Debt Analysis 26-27 Net Income Available to Common Stockholders / FFO Guidance and Outlook 28 Non-GAAP Supplemental Measures 29-31 Definitions & Reconciliations 32-35

This Supplemental Financial Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, among other things, information concerning lease expirations, debt maturities, potential investments, development and redevelopment activity, projected construction costs, dispositions and other forward-looking financial data. In some instances, forward-looking statements can be identified by the use of forward-looking terminology such as “expect,” “future,” “will,” “would,” “pursue,” or “project” and variations of such words and similar expressions that do not relate to historical matters. Forward-looking statements are based on Kilroy Realty Corporation’s current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of Kilroy Realty Corporation’s control. Accordingly, actual performance, results and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the States of California and Washington; risks associated with our investment in real estate assets, which are illiquid, and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants’ businesses; our ability to re-lease property at or above current market rates; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk

• f default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue

development, redevelopment and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions

• n announced terms; the ability to successfully operate acquired, developed and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in
• btaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement and/or leasing

costs; defaults on leases for land on which some of our properties are located; adverse changes to, or implementations of, applicable laws, regulations or legislation; risks associated with joint venture investments, including our lack of sole decision- making authority, our reliance on co-venturers' financial condition and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; and our ability to maintain our status as a REIT. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect Kilroy Realty Corporation’s business and financial performance, see the factors included under the caption “Risk Factors” in Kilroy Realty Corporation’s annual report on Form 10-K for the year ended December 31, 2016, and its other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. Kilroy Realty Corporation assumes no obligation to update any forward-looking statement made in this Supplemental Financial Report that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

Kilroy Realty Corporation Second Quarter 2017 Supplemental Financial Report

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Company Background

Kilroy Realty Corporation (NYSE: KRC), a publicly traded real estate investment trust and member of the S&P MidCap 400 Index, is one of the West Coast’s premier landlords. The Company has over 70 years of experience developing, acquiring and managing office and mixed-use real estate assets. At June 30, 2017, the Company’s stabilized portfolio totaled approximately 14.4 million square feet of office space, that was 93.9% occupied, and 200 residential units located in the coastal regions of Los Angeles, Orange County, San Diego, the San Francisco Bay Area and Greater Seattle. Board of Directors Executive Management Team Investor Relations

John Kilroy Chairman John Kilroy President and CEO 12200 W. Olympic Blvd., Suite 200 Los Angeles, CA 90064 (310) 481-8400 Web: www.kilroyrealty.com E-mail: investorrelations@kilroyrealty.com Edward F. Brennan, PhD Lead Independent John T. Fucci Executive VP, Asset Management Jolie Hunt Jeffrey C. Hawken Executive VP and COO Scott S. Ingraham Tracy Murphy Executive VP, Life Science and Northern California Gary R. Stevenson Robert Paratte Executive VP, Leasing and Business Development Peter B. Stoneberg Tyler H. Rose Executive VP and CFO Steve Rosetta Executive VP and CIO Heidi R. Roth Executive VP, CAO and Controller David Simon Executive VP, Southern California Justin W. Smart Executive VP, Development and Construction Services

Equity Research Coverage

Bank of America Merrill Lynch J.P. Morgan James Feldman (646) 855-5808 Anthony Paolone (212) 622-6682 BMO Capital Markets Corp. KeyBanc Capital Markets John P. Kim (212) 885-4115 Craig Mailman (917) 368-2316 BTIG RBC Capital Markets Thomas Catherwood (212) 738-6140 Mike Carroll (440) 715-2649 Citigroup Investment Research Robert W. Baird & Co. Michael Bilerman (212) 816-1383 David B. Rodgers (216) 737-7341

• D. A. Davidson

Stifel, Nicolaus & Company Barry Oxford (212) 240-9871 John W. Guinee III (443) 224-1307 Deutsche Bank Securities, Inc. UBS Investment Research Vincent Chao (212) 250-6799 Nicholas Yulico (212) 713-3402 Evercore ISI Wells Fargo Steve Sakwa (212) 446-9462 Blaine Heck (443) 263-6529 Green Street Advisors Jed Reagan (949) 640-8780 Kilroy Realty Corporation is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding Kilroy Realty Corporation’s performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of Kilroy Realty Corporation or its management. Kilroy Realty Corporation does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

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Executive Summary

Quarterly Financial Highlights Quarterly Operating Highlights

• Net income available to common stockholders per share of $0.30
• Stabilized portfolio was 93.9% occupied and 96.0% leased at quarter-end
• FFO per share of $0.87
• 412,625 square feet of leases commenced in the stabilized portfolio
• Revenues of $180.6 million
• 489,517 square feet of leases executed in the stabilized portfolio
• Same Store GAAP NOI was flat year over year for the second quarter
• GAAP rents increased 31.7% from prior levels
• Same Store Cash NOI increased 1.9%
• Cash rents increased 12.6% from prior levels
• FFO Guidance range for 2017 is $3.35 to $3.45 per share with a midpoint of

$3.40 per share, updated to reflect the impact of the write-off of the original issuance costs in connection with the redemption of the Series H Preferred Stock, timing of dispositions activity and overhead costs

• In May, increased the regular quarterly cash dividend to an annualized rate of

$1.70 per share, a 13.3% increase from the previous annualized dividend level

• f $1.50 per share

Capital Markets Highlights Strategic Highlights

• As of the date of this report, there were no outstanding borrowings on our
• In June, commenced development on 333 Dexter, a $380 million, 650,000

unsecured revolving credit facility and approximately $120.0 million of square foot project located in the South Lake Union submarket of Seattle unrestricted cash on hand

• In July, provided notice to redeem all 4,000,000 outstanding

shares of our 6.375% Series H preferred stock on August 15, 2017 at par of $25.00 per share

• In July, amended and restated the unsecured revolving credit facility and term

loan facility (together the “Facility”). Among other things, the amendment and restatement increased the size of the revolving credit facility from $600.0 million to $750.0 million, maintained the size of the term loan facility of $150.0 million, reduced borrowing costs and extended the maturity date of the Facility to July 2022. The term loan facility features two six-month delay draw options and the Facility was undrawn at closing, including the $150.0 million term loan, which was repaid in full at closing with available cash. Concurrently with the closing of the Facility, the $39.0 million unsecured term loan was repaid with available cash

________________________ Note: Definitions for commonly used terms in this Supplemental Financial Report are on pages 32-33 “Definitions Included in Supplemental.”

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Financial Highlights

(unaudited, $ in thousands, except per share amounts)

Three Months Ended 6/30/2017 3/31/2017 (1) 12/31/2016 9/30/2016 (1) (2) 6/30/2016 (1) INCOME ITEMS: Revenues $ 180,598 $ 179,308 $ 168,645 $ 168,348 $ 160,133 Lease Termination Fees, net (3) 367 794 323 92 78 Net Operating Income (4) 128,795 127,163 123,188 122,888 116,299 Acquisition-related Expenses (5) — — 938 188 714 Capitalized Interest and Debt Costs 10,758 10,163 11,622 11,208 12,284 Net Income Available to Common Stockholders 29,833 26,329 29,426 50,582 29,535 EBITDA, as adjusted (4) (6) 115,530 113,295 106,814 109,705 101,622 Funds From Operations (6) (7) (8) (9) 88,767 81,934 84,292 88,535 82,722 Net Income Available to Common Stockholders per common share – diluted (8) $ 0.30 $ 0.26 $ 0.29 $ 0.54 $ 0.31 Funds From Operations per common share – diluted (8) (9) $ 0.87 $ 0.81 $ 0.87 $ 0.92 $ 0.86 LIQUIDITY ITEMS: Funds Available for Distribution (7) (8) $ 63,654 $ 60,146 $ 57,237 $ 67,884 $ 64,194 Dividends per common share (7) (8) $ 0.425 $ 0.375 $ 0.375 $ 0.375 $ 0.375 RATIOS: Operating Margins 71.3% 70.9 % 73.0 % 73.0 % 72.6 % Interest Coverage Ratio 4.2x 4.3x 4.2x 4.4x 4.0x Fixed Charge Coverage Ratio 3.9x 3.8x 3.7x 3.8x 3.5x FFO Payout Ratio (9) 48.1% 45.9 % 42.5 % 40.2 % 43.0 % FAD Payout Ratio 67.1% 62.6 % 62.6 % 52.4 % 55.4 % ASSETS: Real Estate Held for Investment before Depreciation $ 7,276,227 $ 7,159,381 $ 7,060,754 $ 6,632,838 $ 6,553,347 Total Assets (10) 6,995,367 6,993,665 6,706,633 6,332,139 6,298,433 CAPITALIZATION: Total Debt $ 2,579,552 $ 2,581,061 $ 2,333,766 $ 2,230,652 $ 2,453,098 Total Preferred Equity and Noncontrolling Interests in the Operating Partnership 100,000 100,000 200,000 200,000 200,000 Total Common Equity and Noncontrolling Interests in the Operating Partnership (11) 7,547,195 7,233,389 6,999,904 6,581,576 6,289,996 Total Market Capitalization 10,226,747 9,914,450 9,533,670 9,012,228 8,943,094 Total Debt / Total Market Capitalization 25.2% 26.0 % 24.5 % 24.8 % 27.4 % Total Debt and Preferred / Total Market Capitalization 26.2% 27.0 % 26.5 % 27.0 % 29.6 % ______________________ Note: Definitions for commonly used terms in this Supplemental Financial Report are on pages 32-33 “Definitions Included in Supplemental.” (1) Net Income Available to Common Stockholders includes $2.3 million, $18.3 million and $146.0 million gains on sales of depreciable operating properties for the three months ended March 31, 2017 and September 30, 2016, respectively, and a $0.3 million loss on sale of land for the three months ended June 30, 2016. (2) Results for the three months ended September 30, 2016 include a property damage settlement payment of $5.0 million. (3) Total operating revenues for the three months ended June 30, 2017 include $0.5 million net lease termination fees, of which $0.4 million relates to consolidated property partnerships. The Company's pro-rata share of such fees is $0.2 million. Total operating revenues for the three months ended March 31, 2017 include $1.3 million net lease termination fees from consolidated property partnerships, of which the Company's pro-rata share is $0.8 million. (4) Please refer to pages 34-35 for reconciliations of GAAP Net Income Available to Common Stockholders to Net Operating Income and EBITDA, as adjusted. (5) On January 1, 2017, the Company adopted new accounting guidance clarifying the definition of a business. As a result, operating property acquisitions occurring after January 1, 2017 will generally be accounted for as asset acquisitions rather than business combinations. As a result, acquisition-related expenses will no longer be expensed as incurred but instead will be capitalized as a cost of the assets acquired. (6) EBITDA, as adjusted, and Funds From Operations for the three months ended June 30, 2016 include a $0.3 million loss on sale of land. (7) Please refer to page 7 for reconciliations of Net Income Available to Common Stockholders to Funds From Operations available to common stockholders and unitholders and Funds Available for Distribution to common stockholders and unitholders and page 8 for a reconciliation of GAAP Net Cash Provided by Operating Activities to Funds Available for Distribution to common stockholders and unitholders. (8) Reported amounts are attributable to common stockholders, common unitholders and restricted stock unit holders. (9) Funds From Operations for the three months ended March 31, 2017 includes a $3.8 million or $0.04 per share non-cash charge related to the original issuance costs of Series G preferred stock that was redeemed on March 30, 2017. (10) Total assets as of December 31, 2016, September 30, 2016 and June 30, 2016 include “Real estate assets and other assets held for sale, net.” (11) Includes noncontrolling interest in the operating partnership and excludes noncontrolling interests in consolidated property partnerships.

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Common Stock Data (NYSE: KRC)

Three Months Ended 6/30/2017 3/31/2017 12/31/2016 9/30/2016 6/30/2016

High Price $ 77.09 $ 77.91 $ 76.88 $ 73.73 $ 66.29 Low Price $ 70.06 $ 70.84 $ 66.73 $ 66.06 $ 59.89 Closing Price $ 75.15 $ 72.08 $ 73.22 $ 69.35 $ 66.29 Dividends per share – annualized (1) $ 1.70 $ 1.50 $ 1.50 $ 1.50 $ 1.50 Closing common shares (in 000’s) (2) 98,351 98,275 93,219 92,272 92,255 Closing common partnership units (in 000’s) (2) 2,077 2,077 2,382 2,631 2,631 100,428 100,352 95,601 94,903 94,886

________________________ (1) In May 2017, the regular quarterly cash dividend was increased to an annualized rate of $1.70 per share, a 13.3% increase from the previous annualized dividend level of $1.50 per share. (2) As of the end of the period.

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Consolidated Balance Sheets

(unaudited, $ in thousands)

6/30/2017 3/31/2017 12/31/2016 9/30/2016 6/30/2016

ASSETS: Land and improvements $ 1,108,971 $ 1,108,971 $ 1,108,971 $ 1,017,591 $ 1,020,287 Buildings and improvements 4,983,638 4,962,732 4,938,250 4,669,442 4,639,003 Undeveloped land and construction in progress 1,183,618 1,087,678 1,013,533 945,805 894,057 Total real estate assets held for investment 7,276,227 7,159,381 7,060,754 6,632,838 6,553,347 Accumulated depreciation and amortization (1,234,079) (1,186,246) (1,139,853) (1,095,562) (1,054,828) Total real estate assets held for investment, net 6,042,148 5,973,135 5,920,901 5,537,276 5,498,519 Real estate assets and other assets held for sale, net — — 9,417 9,440 30,257 Cash and cash equivalents 387,616 478,391 193,418 250,523 26,332 Restricted cash 8,249 7,199 56,711 57,501 266,158 Marketable securities 16,010 15,163 14,773 14,121 13,388 Current receivables, net 13,703 13,740 13,460 9,709 10,112 Deferred rent receivables, net 233,427 225,860 218,977 212,204 207,851 Deferred leasing costs and acquisition-related intangible assets, net 195,320 202,499 208,368 180,613 186,903 Prepaid expenses and other assets, net 98,894 77,678 70,608 60,752 58,913 TOTAL ASSETS $ 6,995,367 $ 6,993,665 $ 6,706,633 $ 6,332,139 $ 6,298,433 LIABILITIES AND EQUITY: Liabilities: Secured debt, net $ 467,758 $ 469,670 $ 472,772 $ 370,666 $ 373,500 Unsecured debt, net 2,097,083 2,096,356 1,847,351 1,846,672 1,845,992 Unsecured line of credit — — — — 220,000 Accounts payable, accrued expenses and other liabilities 219,483 215,469 202,391 252,122 211,196 Accrued dividends and distributions 44,105 38,983 222,306 37,749 37,733 Deferred revenue and acquisition-related intangible liabilities, net 148,729 153,369 150,360 134,436 138,394 Rents received in advance and tenant security deposits 55,738 53,677 52,080 48,518 44,663 Liabilities and deferred revenue of real estate assets held for sale — — 56 74 321 Total liabilities 3,032,896 3,027,524 2,947,316 2,690,237 2,871,799 Equity: Stockholders’ Equity 6.875% Series G Cumulative Redeemable Preferred stock — — 96,155 96,155 96,155 6.375% Series H Cumulative Redeemable Preferred stock 96,256 96,256 96,256 96,256 96,256 Common stock 984 983 932 923 923 Additional paid-in capital 3,792,028 3,782,291 3,457,649 3,191,718 3,074,508 (Distributions in excess of earnings)/retained earnings (132,799) (120,207) (107,997) 78,107 62,647 Total stockholders’ equity 3,756,469 3,759,323 3,542,995 3,463,159 3,330,489 Noncontrolling Interests Common units of the Operating Partnership 77,296 77,432 85,590 93,270 89,495 Noncontrolling interests in consolidated property partnerships 128,706 129,386 130,732 85,473 6,650 Total noncontrolling interests 206,002 206,818 216,322 178,743 96,145 Total equity 3,962,471 3,966,141 3,759,317 3,641,902 3,426,634 TOTAL LIABILITIES AND EQUITY $ 6,995,367 $ 6,993,665 $ 6,706,633 $ 6,332,139 $ 6,298,433

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Consolidated Statements of Operations

(unaudited, $ and shares in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016

REVENUES Rental income $ 158,925 $ 143,653 $ 315,573 $ 277,408 Tenant reimbursements 19,267 16,138 38,563 27,542 Other property income (1) 2,406 342 5,770 629 Total revenues 180,598 160,133 359,906 305,579 EXPENSES Property expenses 33,304 29,221 64,545 55,186 Real estate taxes 16,543 13,845 34,507 24,877 Provision for bad debts 409 — 1,707 — Ground leases 1,547 768 3,189 1,597 General and administrative expenses 14,303 13,979 29,236 27,416 Acquisition-related expenses (2) — 714 — 776 Depreciation and amortization 62,251 53,346 123,170 103,786 Total expenses 128,357 111,873 256,354 213,638 OTHER (EXPENSES) INCOME Interest income and other net investment gains 1,038 311 2,103 582 Interest expense (17,973) (14,384) (35,325) (26,213) Total other (expenses) income (16,935) (14,073) (33,222) (25,631) INCOME FROM OPERATIONS BEFORE GAINS (LOSS) ON SALES OF REAL ESTATE 35,306 34,187 70,330 66,310 Net loss on sale of land — (295) — (295) Gains on sales of depreciable operating properties — — 2,257 145,990 NET INCOME 35,306 33,892 72,587 212,005 Net income attributable to noncontrolling common units of the Operating Partnership (616) (829) (1,239) (4,439) Net income attributable to noncontrolling interests in consolidated property partnerships (3,242) (216) (6,375) (411) Total income attributable to noncontrolling interests (3,858) (1,045) (7,614) (4,850) NET INCOME ATTRIBUTABLE TO KILROY REALTY CORPORATION 31,448 32,847 64,973 207,155 Preferred dividends (1,615) (3,312) (4,966) (6,625) Original issuance costs of redeemed preferred stock — — (3,845) — Total preferred dividends (1,615) (3,312) (8,811) (6,625) NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 29,833 $ 29,535 $ 56,162 $ 200,530 Weighted average common shares outstanding – basic 98,275 92,210 97,834 92,217 Weighted average common shares outstanding – diluted 98,827 92,825 98,427 92,784 NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE Net income available to common stockholders per share – basic $ 0.30 $ 0.32 $ 0.56 $ 2.17 Net income available to common stockholders per share – diluted $ 0.30 $ 0.31 $ 0.56 $ 2.15

______________________ (1) For the three and six months ended June 30, 2017, includes approximately $0.9 million and $3.7 million of lease termination fees, of which $0.7 million and $3.4 million related to our consolidated property partnerships, respectively. In connection with the lease terminations, during the three and six months ended June 30, 2017, we wrote off approximately $0.4 million and $1.8 million of straight-line rent receivables against rental revenue, respectively. For the three and six months ended June 30, 2017, our proportionate share of the net lease termination fees from consolidated property partnerships is approximately $0.2 million and $1.0 million, respectively. (2) On January 1, 2017, the Company adopted new accounting guidance clarifying the definition of a business. As a result, operating property acquisitions occurring after January 1, 2017 will generally be accounted for as asset acquisitions rather than business combinations and acquisition-related expenses will no longer be expensed as incurred but instead will be capitalized as a cost of the assets acquired.

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Funds From Operations and Funds Available for Distribution

(unaudited, $ in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016

FUNDS FROM OPERATIONS: (1) Net income available to common stockholders $ 29,833 $ 29,535 $ 56,162 $ 200,530 Adjustments: Net income attributable to noncontrolling common units of the Operating Partnership 616 829 1,239 4,439 Net income attributable to noncontrolling interests in consolidated property partnerships 3,242 216 6,375 411 Depreciation and amortization of real estate assets 61,000 52,463 120,734 102,127 Gains on sales of depreciable real estate — — (2,257) (145,990) Funds From Operations attributable to noncontrolling interests in consolidated property partnerships (5,924) (321) (11,552) (602) Funds From Operations (1)(2)(3) $ 88,767 $ 82,722 $ 170,701 $ 160,915 Weighted average common shares/units outstanding – basic (4) 101,551 95,966 101,219 95,642 Weighted average common shares/units outstanding – diluted (5) 102,103 96,581 101,812 96,209 FFO per common share/unit – basic (2) $ 0.87 $ 0.86 $ 1.69 $ 1.68 FFO per common share/unit – diluted (2) $ 0.87 $ 0.86 $ 1.68 $ 1.67 FUNDS AVAILABLE FOR DISTRIBUTION: (1) Funds From Operations (1)(2)(3) $ 88,767 $ 82,722 $ 170,701 $ 160,915 Adjustments: Recurring tenant improvements, leasing commissions and capital expenditures (17,967) (10,768) (35,856) (26,308) Amortization of deferred revenue related to tenant-funded tenant improvements (3)(6) (4,548) (3,212) (8,243) (6,100) Net effect of straight-line rents (7,568) (9,086) (14,451) (18,537) Amortization of net below market rents (7) (1,191) (1,640) (3,603) (3,243) Amortization of deferred financing costs and net debt discount/premium 406 348 823 628 Non-cash amortization of share-based compensation awards 4,832 5,331 8,966 10,034 Original issuance costs of redeemed preferred stock — — 3,845 — Other lease related adjustments, net (8) (301) 499 (393) 3,227 Adjustments attributable to noncontrolling interests in consolidated property partnerships 1,224 — 2,011 — Funds Available for Distribution (1) $ 63,654 $ 64,194 $ 123,800 $ 120,616

________________________ (1) See page 31 for Management Statements on Funds From Operations and Funds Available for Distribution. (2) Reported amounts are attributable to common stockholders, common unitholders and restricted stock unit holders. (3) FFO available to common stockholders and unitholders includes amortization of deferred revenue related to tenant-funded tenant improvements of $4.5 million and $3.2 million for the three months ended June 30, 2017 and 2016, respectively, and $8.2 million and $6.1 million for the six months ended June 30, 2017 and 2016, respectively. These amounts are adjusted out of FFO in our calculation of FAD. (4) Calculated based on weighted average shares outstanding including participating share-based awards (i.e. nonvested stock and certain time based restricted stock units) and assuming the exchange of all common limited partnership units outstanding. (5) Calculated based on weighted average shares outstanding including participating and non-participating share-based awards (i.e. nonvested stock and time based restricted stock units), dilutive impact of stock

• ptions and contingently issuable shares and assuming the exchange of all common limited partnership units outstanding.

(6) Represents revenue recognized during the period as a result of the amortization of deferred revenue recorded for tenant-funded tenant improvements. (7) Represents the non-cash adjustment related to the acquisition of buildings with above and/or below market rents. (8) Includes other non-cash adjustments attributable to lease-related GAAP revenue recognition timing differences.

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Reconciliation of GAAP Net Cash Provided by Operating Activities to Funds Available for Distribution

(unaudited, $ in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

GAAP Net Cash Provided by Operating Activities $ 82,041 $ 59,425 $ 178,416 $ 137,629 Adjustments: Recurring tenant improvements, leasing commissions and capital expenditures (17,967) (10,768) (35,856) (26,308) Net loss on sale of land — (295) — (295) Preferred dividends (1,615) (3,312) (4,966) (6,625) Depreciation of non-real estate furniture, fixtures and equipment (1,251) (883) (2,436) (1,659) Provision for uncollectible tenant receivables (50) — (620) — Net changes in operating assets and liabilities (1) 9,069 21,302 2,089 20,280 Noncontrolling interests in property partnerships share of FAD (4,700) (321) (9,541) (602) Cash adjustments related to investing and financing activities (1,873) (954) (3,286) (1,804) Funds Available for Distribution(2) $ 63,654 $ 64,194 $ 123,800 $ 120,616

_______________________ (1) Primarily includes changes in the following assets and liabilities: marketable securities; current receivables; prepaid expenses and other assets; accounts payable, accrued expenses and other liabilities; and rents received in advance and tenant security deposits. (2) Please refer to page 31 for a Management Statement on Funds Available for Distribution.

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Same Store Analysis (1)(2)

(unaudited, $ in thousands)

Three Months Ended June 30, Six Months Ended June 30, 2017 2016 % Change 2017 2016 % Change

Total Same Store Portfolio Number of properties 98 98 98 98 Square Feet 12,856,742 12,856,742 12,856,742 12,856,742 Percent of Stabilized Portfolio 89.3% 94.1% 89.3% 94.1% Average Occupancy 94.7% 95.8% 94.8% 95.7% Operating Revenues: Rental income $ 133,844 $ 132,702 0.9 % $ 266,449 $ 263,838 1.0 % Tenant reimbursements 15,740 14,646 7.5 % 30,023 25,073 19.7 % Other property income (2) 1,178 324 263.6 % 4,227 609 594.1 % Total operating revenues 150,762 147,672 2.1 % 300,699 289,520 3.9 % Operating Expenses: Property expenses 27,580 25,956 6.3 % 53,827 50,560 6.5 % Real estate taxes 13,026 11,912 9.4 % 25,846 22,377 15.5 % Provision for bad debts 166 — 100.0 % 1,105 — 100.0 % Ground leases 948 768 23.4 % 1,992 1,597 24.7 % Total operating expenses 41,720 38,636 8.0 % 82,770 74,534 11.0 % GAAP Net Operating Income $ 109,042 $ 109,036 0.0 % $ 217,929 $ 214,986 1.4 %

Same Store Analysis (Cash Basis) (3)

Three Months Ended June 30, Six Months Ended June 30, 2017 2016 % Change 2017 2016 % Change

Total operating revenues $ 143,592 $ 138,803 3.5 % $ 286,670 $ 268,256 6.9 % Total operating expenses 41,576 38,658 7.5 % 81,708 74,576 9.6 % Cash Net Operating Income $ 102,016 $ 100,145 1.9 % $ 204,962 $ 193,680 5.8 % ________________________ (1) Same Store is defined as all properties owned and included in our stabilized portfolio as of January 1, 2016 and still owned and included in the stabilized portfolio as of June 30, 2017 and includes 100% of consolidated property partnerships. (2) For the three and six months ended June 30, 2017, includes approximately $0.9 million and $3.7 million of lease termination fees, of which $0.7 million and $3.4 million related to our consolidated property partnerships,

• respectively. In connection with the lease terminations, during the three and six months ended June 30, 2017, we wrote off approximately $0.4 million and $1.8 million of straight-line rent receivables against rental

revenue, respectively. For the three and six months ended June 30, 2017, our proportionate share of the net lease termination fees from consolidated property partnerships is approximately $0.2 million and $1.0 million, respectively. (3) Please refer to page 34 for a reconciliation of Net Income Available to Common Stockholders to Same Store GAAP Net Operating Income and Same Store Cash Net Operating Income.

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Stabilized Portfolio Occupancy Overview by Region

Portfolio Breakdown Occupied at Leased at

OFFICE PORTFOLIO

Buildings YTD NOI % SF % Total SF 6/30/2017 3/31/2017 6/30/2017

Los Angeles and Ventura Counties 101 Corridor 4 1.1 % 2.1 % 309,438 91.3 % 93.7 % 92.3 % El Segundo 5 5.3 % 7.6 % 1,093,050 96.6 % 99.2 % 98.4 % Hollywood 6 4.6 % 5.6 % 806,559 88.4 % 85.7 % 92.6 % Long Beach 7 3.4 % 6.6 % 949,910 93.0 % 91.6 % 93.0 % West Hollywood 4 1.7 % 1.2 % 178,699 93.5 % 87.5 % 96.0 % West Los Angeles 10 6.1 % 5.9 % 843,475 84.3 % 87.2 % 91.1 % Total Los Angeles and Ventura Counties 36 22.2% 29.0% 4,181,131 91.2% 91.5% 94.0% Total Orange County 1 1.5% 1.9% 271,556 94.7% 95.5% 96.2% San Diego County Del Mar 14 8.7 % 9.4 % 1,350,441 94.4 % 94.5 % 97.3 % I-15 Corridor 5 3.4 % 3.8 % 540,855 95.7 % 94.3 % 97.5 % Mission Valley 4 1.0 % 2.0 % 290,586 91.3 % 87.1 % 91.3 % Point Loma 1 0.5 % 0.7 % 103,900 100.0 % 100.0 % 100.0 % Sorrento Mesa 6 1.5 % 2.7 % 384,557 87.5 % 87.5 % 87.5 % University Towne Center 1 0.2 % 0.3 % 47,846 91.4 % 89.3 % 91.4 % Total San Diego County 31 15.3% 18.9% 2,718,185 93.5% 92.8% 95.3% San Francisco Bay Area Menlo Park 7 3.3 % 2.6 % 378,358 95.8 % 100.0 % 99.1 % Mountain View 4 5.1 % 3.8 % 542,235 100.0 % 100.0 % 100.0 % Palo Alto 2 1.3 % 1.2 % 165,585 100.0 % 100.0 % 100.0 % Redwood City 2 4.4 % 2.4 % 347,269 99.1 % 99.1 % 99.1 % San Francisco 8 24.8 % 19.4 % 2,793,856 91.6 % 91.7 % 95.3 % Sunnyvale 8 7.4 % 6.5 % 930,221 100.0 % 100.0 % 100.0 % Total San Francisco Bay Area 31 46.3% 35.9% 5,157,524 95.1% 95.5% 97.4% Greater Seattle Bellevue 2 6.5 % 6.3 % 905,225 96.3 % 96.6 % 97.3 % Kirkland 4 1.6 % 1.9 % 279,924 100.0 % 100.0 % 100.0 % Lake Union 6 6.6 % 6.1 % 880,989 96.8 % 96.8 % 96.8 % Total Greater Seattle 12 14.7% 14.3% 2,066,138 97.0% 97.2% 97.4% TOTAL OFFICE PORTFOLIO 111 100.0% 100.0% 14,394,534 93.9% 94.1% 96.0%

Occupied at Leased at

RESIDENTIAL PORTFOLIO

Submarket Buildings Total No. of Units 6/30/2017 3/31/2017 6/30/2017

Los Angeles and Ventura Counties 1550 N. El Centro Avenue Hollywood 1 200 77.0 % 64.9 % 82.0 % Average Office Occupancy Quarter-to-Date Year-to-Date 94.2% 94.2% Average Residential Occupancy Quarter-to-Date Year-to-Date 69.6% 64.2%

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Stabilized Office Portfolio Occupancy Overview by Region, continued

Submarket Square Feet Occupied Los Angeles and Ventura, California 23925 Park Sorrento 101 Corridor 11,873 100.0 % 23975 Park Sorrento 101 Corridor 104,797 81.6 % 24025 Park Sorrento 101 Corridor 108,670 93.0 % 2829 Townsgate Road 101 Corridor 84,098 100.0 % 2240 E. Imperial Highway El Segundo 122,870 100.0 % 2250 E. Imperial Highway El Segundo 298,728 94.5 % 2260 E. Imperial Highway El Segundo 298,728 100.0 % 909 N. Sepulveda Boulevard El Segundo 244,136 99.0 % 999 N. Sepulveda Boulevard El Segundo 128,588 85.6 % 1500 N. El Centro Avenue Hollywood 104,504 50.7 % 1525 N. Gower Street Hollywood 9,610 100.0 % 1575 N. Gower Street Hollywood 251,245 93.9 % 6115 W. Sunset Boulevard Hollywood 26,105 100.0 % 6121 W. Sunset Boulevard Hollywood 91,173 100.0 % 6255 W. Sunset Boulevard Hollywood 323,922 91.9 % 3750 Kilroy Airport Way Long Beach 10,457 100.0 % 3760 Kilroy Airport Way Long Beach 165,278 89.7 % 3780 Kilroy Airport Way Long Beach 219,745 81.1 % 3800 Kilroy Airport Way Long Beach 192,476 96.1 % 3840 Kilroy Airport Way Long Beach 136,026 100.0 % 3880 Kilroy Airport Way Long Beach 96,035 100.0 % 3900 Kilroy Airport Way Long Beach 129,893 100.0 % 8560 W. Sunset Boulevard West Hollywood 71,875 94.1 % 8570 W. Sunset Boulevard West Hollywood 43,603 86.5 % 8580 W. Sunset Boulevard West Hollywood 7,126 100.0 % 8590 W. Sunset Boulevard West Hollywood 56,095 97.3 % 12100 W. Olympic Boulevard West Los Angeles 152,048 100.0 % 12200 W. Olympic Boulevard West Los Angeles 150,832 68.0 % 12233 W. Olympic Boulevard West Los Angeles 151,029 97.1 % 12312 W. Olympic Boulevard West Los Angeles 76,644 100.0 % 1633 26th Street West Los Angeles 44,915 0.0 % 2100/2110 Colorado Avenue West Los Angeles 102,864 100.0 % 3130 Wilshire Boulevard West Los Angeles 88,340 69.0 % 501 Santa Monica Boulevard West Los Angeles 76,803 90.8 % Total Los Angeles and Ventura Counties 4,181,131 91.2% Orange County, California 2211 Michelson Drive Irvine 271,556 94.7 % Total Orange County 271,556 94.7%

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Stabilized Office Portfolio Occupancy Overview by Region, continued

Submarket Square Feet Occupied San Diego, California 12225 El Camino Real Del Mar 58,401 100.0 % 12235 El Camino Real Del Mar 53,751 100.0 % 12340 El Camino Real Del Mar 87,774 91.4 % 12390 El Camino Real Del Mar 72,332 100.0 % 12348 High Bluff Drive Del Mar 38,806 75.2 % 12780 El Camino Real Del Mar 140,591 100.0 % 12790 El Camino Real Del Mar 78,836 100.0 % 12770 El Camino Real Del Mar 73,032 33.9 % 12400 High Bluff Drive Del Mar 209,220 100.0 % 3579 Valley Centre Drive Del Mar 52,418 100.0 % 3611 Valley Centre Drive Del Mar 129,656 100.0 % 3661 Valley Centre Drive Del Mar 128,364 92.5 % 3721 Valley Centre Drive Del Mar 115,193 100.0 % 3811 Valley Centre Drive Del Mar 112,067 100.0 % 13280 Evening Creek Drive South I-15 Corridor 41,196 100.0 % 13290 Evening Creek Drive South I-15 Corridor 61,180 100.0 % 13480 Evening Creek Drive North I-15 Corridor 149,817 100.0 % 13500 Evening Creek Drive North I-15 Corridor 147,533 100.0 % 13520 Evening Creek Drive North I-15 Corridor 141,129 83.5 % 2355 Northside Drive Mission Valley 53,610 89.8 % 2365 Northside Drive Mission Valley 96,437 89.0 % 2375 Northside Drive Mission Valley 51,516 89.4 % 2385 Northside Drive Mission Valley 89,023 95.7 % 2305 Historic Decatur Road Point Loma 103,900 100.0 % 10390 Pacific Center Court Sorrento Mesa 68,400 100.0 % 10394 Pacific Center Court Sorrento Mesa 59,327 100.0 % 10398 Pacific Center Court Sorrento Mesa 43,645 100.0 % 10421 Pacific Center Court Sorrento Mesa 75,899 100.0 % 10445 Pacific Center Court Sorrento Mesa 48,709 100.0 % 10455 Pacific Center Court Sorrento Mesa 88,577 45.8 % 4690 Executive Drive University Towne Center 47,846 91.4 % Total San Diego County 2,718,185 93.5%

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Stabilized Office Portfolio Occupancy Overview by Region, continued

Submarket Square Feet Occupied San Francisco Bay Area, California 4100 Bohannon Drive Menlo Park 47,379 100.0 % 4200 Bohannon Drive Menlo Park 45,451 100.0 % 4300 Bohannon Drive Menlo Park 63,079 85.3 % 4400 Bohannon Drive Menlo Park 48,146 100.0 % 4500 Bohannon Drive Menlo Park 63,078 100.0 % 4600 Bohannon Drive Menlo Park 48,147 85.9 % 4700 Bohannon Drive Menlo Park 63,078 100.0 % 1290-1300 Terra Bella Avenue Mountain View 114,175 100.0 % 331 Fairchild Drive Mountain View 87,147 100.0 % 680 E. Middlefield Road Mountain View 170,090 100.0 % 690 E. Middlefield Road Mountain View 170,823 100.0 % 1701 Page Mill Road Palo Alto 128,688 100.0 % 3150 Porter Drive Palo Alto 36,897 100.0 % 900 Jefferson Avenue Redwood City 228,505 100.0 % 900 Middlefield Road Redwood City 118,764 97.3 % 100 First Street San Francisco 467,095 92.6 % 303 Second Street San Francisco 740,047 87.6 % 201 Third Street San Francisco 346,538 71.1 % 360 Third Street San Francisco 429,796 100.0 % 250 Brannan Street San Francisco 95,008 100.0 % 301 Brannan Street San Francisco 74,430 100.0 % 333 Brannan Street San Francisco 185,602 100.0 % 350 Mission Street San Francisco 455,340 98.1 % 1310 Chesapeake Terrace Sunnyvale 76,244 100.0 % 1315 Chesapeake Terrace Sunnyvale 55,635 100.0 % 1320-1324 Chesapeake Terrace Sunnyvale 79,720 100.0 % 1325-1327 Chesapeake Terrace Sunnyvale 55,383 100.0 % 505 Mathilda Avenue Sunnyvale 212,322 100.0 % 555 Mathilda Avenue Sunnyvale 212,322 100.0 % 605 Mathilda Avenue Sunnyvale 162,785 100.0 % 599 Mathilda Avenue Sunnyvale 75,810 100.0 % Total San Francisco Bay Area 5,157,524 95.1%

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Stabilized Office Portfolio Occupancy Overview by Region, continued

Submarket Square Feet Occupied Greater Seattle, Washington 601 108th Avenue NE Bellevue 488,470 99.6 % 10900 NE 4th Street Bellevue 416,755 92.3 % 10210 NE Points Drive Kirkland 84,641 100.0 % 10220 NE Points Drive Kirkland 49,851 100.0 % 10230 NE Points Drive Kirkland 98,982 100.0 % 3933 Lake Washington Blvd NE Kirkland 46,450 100.0 % 837 N. 34th Street Lake Union 111,580 76.2 % 701 N. 34th Street Lake Union 138,994 98.7 % 801 N. 34th Street Lake Union 169,412 100.0 % 320 Westlake Avenue North Lake Union 184,643 100.0 % 321 Terry Avenue North Lake Union 135,755 100.0 % 401 Terry Avenue North Lake Union 140,605 100.0 % Total Greater Seattle 2,066,138 97.0% TOTAL 14,394,534 93.9%

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Information on Leases Commenced (1)

1st & 2nd Generation 2nd Generation # of Leases (2) Square Feet (2) TI/LC Per Sq.Ft. Changes in GAAP Rents Changes in Cash Rents Retention Rates Weighted Average Lease Term (Mo.) New Renewal New Renewal

Quarter to Date 20 15 170,649 241,976 $ 70.56 21.4% 4.0% 57.5% 103 Year to Date 37 36 299,465 628,956 44.03 26.5% 12.9% 55.3% 71

Information on Leases Executed (1)

1st & 2nd Generation 2nd Generation # of Leases (3) Square Feet (3) TI/LC Per Sq.Ft. Changes in GAAP Rents Changes in Cash Rents Weighted Average Lease Term (Mo.) New Renewal New Renewal

Quarter to Date (4) 27 15 247,541 241,976 $ 63.29 31.7% 12.6% 89 Year to Date (5) 48 36 504,043 628,956 49.44 30.1% 14.2% 70

________________________ (1) Includes 100% of consolidated property partnerships. (2) Represents leasing activity for leases that commenced at properties in the stabilized portfolio during the three and six months ended June 30, 2017, including first and second generation space, net of month-to- month leases. (3) Represents leasing activity for leases signed at properties in the stabilized portfolio during the three and six months ended June 30, 2017, including first and second generation space, net of month-to-month leases. (4) During the three months ended June 30, 2017, 18 new leases totaling 208,292 square feet were signed but not commenced as of June 30, 2017. (5) During the six months ended June 30, 2017, 29 new leases totaling 380,166 square feet were signed but not commenced as of June 30, 2017.

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Stabilized Portfolio Capital Expenditures

($ in thousands)

Total 2017 Q2 2017 Q1 2017

1st Generation (Nonrecurring) Capital Expenditures: (1) Capital Improvements $ 1,929 $ 957 $ 972 Tenant Improvements & Leasing Commissions (2) 175 175 — Total $ 2,104 $ 1,132 $ 972

Total 2017 Q2 2017 Q1 2017

2nd Generation (Recurring) Capital Expenditures: (1) Capital Improvements $ 7,879 $ 4,235 $ 3,644 Tenant Improvements & Leasing Commissions (2) 27,977 13,732 14,245 Total $ 35,856 $ 17,967 $ 17,889

________________________ (1) Includes 100% of capital expenditures of consolidated property partnerships. (2) Represents costs incurred for leasing activity during the period shown. Amounts exclude tenant-funded tenant improvements.

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Stabilized Portfolio Lease Expiration Summary Schedule

($ in thousands, except for annualized rent per sq. ft.)

Year of Expiration # of Expiring Leases Total Square Feet % of Total Leased Sq. Ft. Annualized Base Rent (1) % of Total Annualized Base Rent Annualized Rent per Sq. Ft.

Remaining 2017 55 576,030 4.3% $ 21,091 3.7% $ 36.61 2018 86 1,291,146 9.7% 54,135 9.5% 41.93 2019 102 1,651,354 12.4% 60,013 10.6% 36.34 2020 111 1,892,287 14.2% 71,460 12.6% 37.76 2021 85 1,071,886 8.1% 45,860 8.1% 42.78 2022 60 639,938 4.8% 25,453 4.5% 39.77 2023 37 893,925 6.7% 41,238 7.3% 46.13 2024 28 788,458 5.9% 33,522 5.9% 42.52 2025 11 198,581 1.5% 8,246 1.4% 41.52 2026 20 1,326,639 10.0% 50,969 9.0% 38.42 2027 and beyond 33 2,974,016 22.4% 155,142 27.4% 52.17 Total (2) 628 13,304,260 100.0% $ 567,129 100.0% $ 42.63

________________________ (1) Includes 100% of annualized base rent of consolidated property partnerships. (2) For leases that have been renewed early with existing tenants, the expiration date and annualized base rent information presented takes into consideration the renewed lease terms. Excludes leases not commenced as of June 30, 2017, space leased under month-to-month leases, storage leases, vacant space and future lease renewal options not executed as of June 30, 2017.

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Stabilized Portfolio Lease Expiration Schedule by Region

($ in thousands, except for annualized rent per sq. ft.)

Year Region # of Expiring Leases Total Square Feet % of Total Leased Sq. Ft. Annualized Base Rent (1) % of Total Annualized Base Rent Annualized Rent per Sq. Ft.

2017 Los Angeles 35 179,139 1.3% $ 5,974 1.1% $ 33.35 Orange County 4 56,928 0.4% 2,540 0.4% 44.62 San Diego 5 27,385 0.2% 679 0.1% 24.79 San Francisco Bay Area 4 87,373 0.7% 4,594 0.8% 52.58 Greater Seattle 7 225,205 1.7% 7,304 1.3% 32.43 Total 55 576,030 4.3% $ 21,091 3.7% $ 36.61 2018 Los Angeles 49 256,379 1.9% $ 9,081 1.6% $ 35.42 Orange County 3 18,263 0.1% 639 0.1% 34.99 San Diego 10 459,451 3.5% 20,908 3.7% 45.51 San Francisco Bay Area 13 319,975 2.4% 16,087 2.8% 50.28 Greater Seattle 11 237,078 1.8% 7,420 1.3% 31.30 Total 86 1,291,146 9.7% $ 54,135 9.5% $ 41.93 2019 Los Angeles 37 420,139 3.1% $ 13,582 2.4% $ 32.33 Orange County 6 77,875 0.6% 3,234 0.6% 41.53 San Diego 18 291,911 2.2% 10,445 1.8% 35.78 San Francisco Bay Area 23 664,307 5.0% 26,649 4.7% 40.12 Greater Seattle 18 197,122 1.5% 6,103 1.1% 30.96 Total 102 1,651,354 12.4% $ 60,013 10.6% $ 36.34 2020 Los Angeles 53 423,768 3.2% $ 16,167 2.9% $ 38.15 Orange County 5 38,526 0.3% 1,238 0.2% 32.13 San Diego 21 507,990 3.8% 17,003 3.0% 33.47 San Francisco Bay Area 23 619,803 4.6% 28,327 5.0% 45.70 Greater Seattle 9 302,200 2.3% 8,725 1.5% 28.87 Total 111 1,892,287 14.2% $ 71,460 12.6% $ 37.76 2021 Los Angeles 45 333,730 2.5% $ 13,123 2.3% $ 39.32 Orange County 4 35,795 0.3% 1,147 0.2% 32.04 San Diego 14 270,914 2.0% 10,161 1.8% 37.51 San Francisco Bay Area 11 237,715 1.8% 13,646 2.4% 57.40 Greater Seattle 11 193,732 1.5% 7,783 1.4% 40.17 Total 85 1,071,886 8.1% $ 45,860 8.1% $ 42.78 2022 and Beyond Los Angeles 78 2,062,555 15.5% $ 87,051 15.4% $ 42.21 Orange County 2 26,519 0.2% 989 0.2% 37.29 San Diego 30 962,397 7.2% 38,281 6.7% 39.78 San Francisco Bay Area 47 2,934,190 22.1% 158,200 27.9% 53.92 Greater Seattle 32 835,896 6.3% 30,049 5.3% 35.95 Total 189 6,821,557 51.3% $ 314,570 55.5% $ 46.11

________________________ (1) Includes 100% of annualized base rent of consolidated property partnerships.

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Stabilized Portfolio Quarterly Lease Expirations for 2017 and 2018

($ in thousands, except for annualized rent per sq. ft.)

# of Expiring Leases Total Square Feet % of Total Leased Sq. Ft. Annualized Base Rent (1) % of Total Annualized Base Rent Annualized Rent per Sq. Ft.

2017: Q3 2017 25 233,762 1.7% $ 9,150 1.6% $ 39.14 Q4 2017 30 342,268 2.6% 11,941 2.1% 34.89 Total 2017 55 576,030 4.3% $ 21,091 3.7% $ 36.61 2018: Q1 2018 26 273,224 2.1% $ 9,832 1.7% $ 35.99 Q2 2018 25 367,886 2.8% 15,978 2.8% 43.43 Q3 2018 15 213,152 1.6% 8,553 1.5% 40.13 Q4 2018 20 436,884 3.2% 19,772 3.5% 45.26 Total 2018 86 1,291,146 9.7% $ 54,135 9.5% $ 41.93

________________________ (1) Includes 100% of annualized base rent of consolidated property partnerships.

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Top Fifteen Tenants (1)

($ in thousands)

Tenant Name Annualized Base Rental Revenue (2) Rentable Square Feet Percentage of Total Annualized Base Rental Revenue Percentage of Total Rentable Square Feet

LinkedIn Corporation $ 28,344 663,239 5.0 % 4.6 % salesforce.com, inc. (3) 24,183 468,445 4.3 % 3.3 % DIRECTV, LLC 22,467 667,852 4.0 % 4.6 % Box, Inc. 22,441 371,792 4.0 % 2.6 % Synopsys, Inc. 15,492 340,913 2.7 % 2.4 % Dropbox, Inc. 14,827 182,054 2.6 % 1.3 % Bridgepoint Education, Inc. 14,064 296,708 2.5 % 2.1 % Viacom International, Inc. 13,718 211,343 2.4 % 1.5 % Delta Dental of California 10,313 188,143 1.8 % 1.3 % AMN Healthcare, Inc. 9,001 176,075 1.6 % 1.2 % Concur Technologies 8,852 243,429 1.6 % 1.7 % Biotech/Healthcare Industry Tenant 8,461 128,688 1.5 % 0.9 % Riot Games, Inc. 7,355 131,537 1.3 % 0.9 % Neurocrine Biosciences, Inc. 6,883 140,591 1.2 % 1.0 % SCAN Group 6,845 211,086 1.2 % 1.5 % Total Top Fifteen Tenants $ 213,246 4,421,895 37.7% 30.9%

________________________ (1) The information presented is as of June 30, 2017. (2) Includes 100% of annualized base rental revenues of consolidated property partnerships. (3) The Company has entered into leases with various affiliates of the tenant.

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2017 Operating Property Dispositions

($ in millions)

COMPLETED OPERATING PROPERTY DISPOSITIONS

Property Submarket Month of Disposition

• No. of

Buildings Rentable Square Feet Sales Price (1)

1st Quarter 5717 Pacific Center Boulevard, San Diego, CA Sorrento Mesa January 1 67,995 $ 12.1 2nd Quarter None TOTAL OPERATING PROPERTY DISPOSITIONS 1 67,995 $ 12.1

____________________ (1) Represents gross sales price before the impact of commissions and closing costs.

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Consolidated Ventures (Noncontrolling Property Partnerships)

Property (1) Venture Partner Submarket Rentable Square Feet KRC Ownership %

100 First Street, San Francisco, CA Norges Bank Real Estate Management San Francisco 467,095 56% 303 Second Street, San Francisco, CA Norges Bank Real Estate Management San Francisco 740,047 56% 900 Jefferson Avenue and 900 Middlefield Road, Redwood City, CA (2) Local developer Redwood City 347,269 93%

____________________ (1) For breakout of Net Operating Income by partnership, refer to page 34, Reconciliation of Net Income Available to Common Stockholders to Same Store Net Operating Income. (2) Reflects the KRC ownership percentage at time of agreement. Actual percentage may vary depending on cash flows or promote structure.

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Stabilized Development Projects

($ in millions)

STABILIZED DEVELOPMENT PROJECTS Location Start Date Completion Date Total Estimated Investment Rentable Square Feet Office % Leased (1)

1st Quarter Columbia Square Phase 2 - Office (2) Hollywood 3Q 2013 1Q 2016 $ 230.0 365,359 100% 2nd Quarter None TOTAL: $ 230.0 365,359 100%

_____________________ (1) The information presented is as of the date of this report. (2) In January, this project was moved from “lease-up” to stabilized development since the project had reached one year from building shell substantial completion.

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In-Process, Near-Term and Future Development Pipeline

($ in millions)

Location Estimated Construction Period Estimated Stabilization Date Estimated Rentable Square Feet Total Estimated Investment Total Costs as

• f 6/30/2017 (1)

Office % Leased Start Date

• Compl. Date

UNDER CONSTRUCTION: Office Greater Seattle 333 Dexter (2) South Lake Union 2Q 2017 3Q 2019 3Q 2020 650,000 $ 380.0 $ 69.9 —% San Francisco Bay Area The Exchange on 16th (3) San Francisco 2Q 2015 2Q 2018 2Q 2019 750,000 560.0 296.7 —% 100 Hooper (4) San Francisco 4Q 2016 1Q 2018 1Q 2019 400,000 270.0 153.6 100% SUBTOTAL: 1,800,000 $ 1,210.0 $ 520.2 18% Mixed-Use One Paseo - Phase I (Retail and Residential) (5) Del Mar 4Q 2016 3Q 2018 - 1Q 2019 1Q 2019 - 3Q 2019 96,000 Retail 237 Resi Units $ 225.0 $ 96.4 N/A NEAR-TERM DEVELOPMENT PIPELINE (6):

Location Potential Start Date (7)

• Approx. Developable Square

Feet Total Estimated Investment Total Costs as

• f 6/30/2017 (1)

Academy Project Hollywood 2017 545,000 $ 425 $ 80.3 One Paseo - Phases II and III (5) Del Mar TBD 640,000 440 149.7 TOTAL: 1,185,000 $ 865 $ 230.0 FUTURE DEVELOPMENT PIPELINE: Flower Mart San Francisco TBD TBD $ 207.5 9455 Towne Centre Drive San Diego 150,000 TBD 10.2 Pacific Corporate Center – Lot 8 Sorrento Mesa 170,000 TBD 14.4 Santa Fe Summit – Phases II and III 56 Corridor 600,000 TBD 78.7 TOTAL: $ 310.8

________________________

(1) Represents cash paid and costs incurred as of June 30, 2017. (2) Development commenced in June 2017. The project is located on one city block parcel in the South Lake Union submarket of Seattle and is comprised of two 12-story office towers. (3) Represents timing, estimated rentable square feet and total estimated investment for a combined life science and office project, which are subject to change depending on the tenant composition of the project. (4) The project is comprised of approximately 314,000 square feet of office and 86,000 square feet of Production, Distribution, and Repair (“PDR”) space. The Company entered into a long term lease with Adobe for the entire 314,000 square feet of office space. The Company is developing an adjacent 59,000 square foot building located at 150 Hooper with a total estimated investment of approximately $22.0 million. (5) Development for this project will occur in phases. Phase I includes the project’s overall infrastructure and site work, 237 residential units and approximately 96,000 square feet of retail space. Phases II and III, comprised of office and residential, will commence subject to market conditions and economic factors. (6) Project timing, costs, developable square feet and scope could change materially from estimated data provided due to one or more of the following: any significant changes in the economy, market conditions, our markets, tenant requirements and demands, construction costs, new office supply, regulatory and entitlement processes or project design. (7) Potential start dates assume successfully obtaining all approvals necessary to commence construction. Actual commencement is subject to extensive consideration of market conditions and economic factors.

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Capital Structure As of June 30, 2017

($ in thousands)

Shares/Units June 30, 2017 Aggregate Principal Amount or $ Value Equivalent % of Total Market Capitalization

DEBT: (1) (2) Unsecured Term Loan Facility (1) $ 150,000 1.5% Unsecured Term Loan (1) 39,000 0.4% Unsecured Senior Notes due 2018 325,000 3.2% Unsecured Senior Notes due 2020 250,000 2.4% Unsecured Senior Notes due 2023 300,000 2.9% Unsecured Senior Notes due 2025 400,000 3.9% Unsecured Senior Notes due 2029 400,000 3.9% Unsecured Senior Notes Series A & B due 2027 & 2029 250,000 2.4% Secured Debt 465,552 4.6% Total Debt $ 2,579,552 25.2% EQUITY AND NONCONTROLLING INTEREST IN THE OPERATING PARTNERSHIP: (3) 6.375% Series H Cumulative Redeemable Preferred stock (4) 4,000,000 $ 100,000 1.0% Common limited partnership units outstanding (5) 2,077,193 156,101 1.5% Shares of common stock outstanding (5) 98,351,217 7,391,094 72.3% Total Equity and Noncontrolling Interests in the Operating Partnership $ 7,647,195 74.8% TOTAL MARKET CAPITALIZATION $ 10,226,747 100.0%

________________________ (1) There was no outstanding balance on the unsecured revolving credit facility as of June 30, 2017. In July, Kilroy Realty, L.P., the Company’s Operating Partnership, amended and restated its unsecured revolving credit facility and term loan facility (together, the “Facility”). Among other things, the amendment and restatement increased the size of the revolving credit facility from $600.0 million to $750.0 million, maintained the size

• f the term loan facility of $150.0 million, reduced the borrowing costs and extended the maturity date of the Facility to July 2022. The term loan facility features two six-month delay draw options and the Facility

was undrawn at closing, including the $150.0 million term loan, which was repaid in full at closing with available cash. Concurrently with the closing of the Facility, Kilroy Realty, L.P., repaid its $39.0 million unsecured term loan with available cash. (2) Represents gross aggregate principal amount due at maturity before the effect of the following at June 30, 2017: $12.0 million of unamortized deferred financing costs, $6.2 million of unamortized discounts for the unsecured senior notes and $3.5 million of unamortized premiums for the secured debt. (3) Includes common units of the Operating Partnership; does not include noncontrolling interests in consolidated property partnerships. (4) Value based on $25.00 per share liquidation preference. On July 12, 2017, the Company announced its intention to redeem all 4,000,000 shares of the 6.375% Series H Cumulative Redeemable Preferred Stock at par

• n August 15, 2017.

(5) Value based on closing share price of $75.15 as of June 30, 2017.

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Debt Analysis

As of June 30, 2017

TOTAL DEBT COMPOSITION

Percent of Total Debt Weighted Average Interest Rate Years to Maturity

Secured vs. Unsecured Debt Unsecured Debt 82.0% 4.3% 6.5 Secured Debt 18.0% 4.4% 6.1 Floating vs. Fixed-Rate Debt Floating-Rate Debt 7.3% 2.4% 2.0 Fixed-Rate Debt 92.7% 4.5% 6.8 Stated Interest Rate 4.3% 6.5 GAAP Effective Rate 4.3% GAAP Effective Rate Including Debt Issuance Costs 4.5%

KEY DEBT COVENANTS

Covenant Actual Performance as of June 30, 2017

Unsecured Credit Facility and Term Loan Facility (as defined in the Credit Agreements) (1)(2): Total debt to total asset value less than 60% 26% Fixed charge coverage ratio greater than 1.5x 3.3x Unsecured debt ratio greater than 1.67x 4.04x Unencumbered asset pool debt service coverage greater than 1.75x 4.53x Unsecured Senior Notes due 2018, 2020, 2023, 2025 and 2029 (as defined in the Indentures): Total debt to total asset value less than 60% 33% Interest coverage greater than 1.5x 7.2x Secured debt to total asset value less than 40% 6% Unencumbered asset pool value to unsecured debt greater than 150% 317%

________________________ (1) In July 2017, Kilroy Realty, L.P., the Company’s Operating Partnership, amended and restated its unsecured revolving credit facility and term loan facility (together, the “Facility”). The covenants and actual performance metrics above represent terms and definitions reflected in the Facility based on financial results as of June 30, 2017. As of June 30, 2017, the Company’s Operating Partnership was in compliance on both the prior Amended and Restated Credit Agreement dated as of June 23, 2014 as well as the Facility. (2) As of June 30, 2017, the covenant performance under the Unsecured Senior Notes Series A and B due 2027 and 2029 (“private placement notes”), was substantially similar to the Facility; however, the unsecured debt ratio under the private placement notes was 3.66x reflecting definitional differences on unencumbered value. The Company’s Operating Partnership was in compliance under the credit agreement of the private placement notes as of June 30, 2017.

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Debt Analysis

($ in thousands)

DEBT MATURITY SCHEDULE

Floating/ Fixed Rate Stated Rate GAAP Effective Rate (1) Maturity Date 2017 2018 2019 2020 2021 After 2021 Total (2)

Unsecured Debt:(3) Floating (4) 2.36% 2.36% 7/1/2019 $ 150,000 $ 150,000 Floating (4) 2.35% 2.35% 7/1/2019 39,000 39,000 Fixed 4.80% 4.83% 7/15/2018 325,000 325,000 Fixed 6.63% 6.74% 6/1/2020 250,000 250,000 Fixed 3.80% 3.80% 1/15/2023 300,000 300,000 Fixed 4.38% 4.44% 10/1/2025 400,000 400,000 Fixed 3.35% 3.35% 2/17/2027 175,000 175,000 Fixed 3.45% 3.45% 2/17/2029 75,000 75,000 Fixed 4.25% 4.35% 8/15/2029 400,000 400,000 Total unsecured debt 4.30% 4.35% — 325,000 189,000 250,000 — 1,350,000 2,114,000 Secured Debt: Fixed 4.27% 4.27% 2/1/2018 1,349 123,085 124,434 Fixed (5) 6.05% 3.50% 6/1/2019 877 1,835 74,479 77,191 Fixed 3.57% 3.57% 12/1/2026 3,224 3,341 163,435 170,000 Fixed 4.48% 4.48% 7/1/2027 846 1,749 1,830 1,913 2,001 85,588 93,927 Total secured debt 4.35% 3.93% 3,072 126,669 76,309 5,137 5,342 249,023 465,552 Total 4.31% 4.28% $ 3,072 $ 451,669 $ 265,309 $255,137 $ 5,342 $1,599,023 $ 2,579,552

________________________ (1) Represents the rate at which interest expense is recorded for financial reporting purposes, which reflects the amortization of discounts/premiums, excluding deferred financing costs. (2) Amounts presented represent the gross aggregate principal amount due at maturity before the effect of the following at June 30, 2017: $12.0 million of unamortized deferred financing costs, $6.2 million of unamortized discounts for the unsecured senior notes and $3.5 million of unamortized premiums for the secured debt. (3) There was no outstanding balance on the unsecured line of credit as of June 30, 2017. (4) The interest for this loan is calculated at an annual rate of LIBOR plus 1.150% at June 30, 2017. (5) Represents secured debt assumed in connection with an operating property acquisition.

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Net Income Available to Common Stockholders / FFO Guidance and Outlook

(unaudited, $ and shares/units in thousands, except per share amounts)

The Company’s guidance estimates for the full year 2017 for net income available to common stockholders per share - diluted and FFO per share and unit - diluted are set forth and reconciled below. These estimates reflect management’s views on current and future market conditions, including assumptions with respect to rental rates, occupancy levels, and the earnings impact of the events referenced in the earning release issued on July 26, 2017 and otherwise referenced to in the Company’s earning call on July 27, 2017. These guidance estimates do not include any estimates of possible future gains or losses or the impact on operating results from possible future dispositions since any potential future disposition transactions will ultimately depend on market conditions and other factors, including but not limited to the Company’s capital needs and its ability to defer some

• r all of the taxable gain on the sales. Moreover, the magnitude of gains or losses on sales of depreciable operating properties, if any, will depend on the sales price and depreciated

cost basis of the disposed assets at the time of disposition, information that is not known at the time the Company provides guidance, and the timing of any gain recognition will depend on the closing of the dispositions, information that is also not known at the time the Company provides guidance and may occur after the relevant guidance period. These guidance estimates also do not include the impact on operating results from potential future acquisitions, possible capital markets activity, possible future impairment charges or any events outside of the Company’s control.

Full Year 2017 Range at June 30, 2017

Low End High End

Net income available to common stockholders per share - diluted $ 1.15 $ 1.25 Weighted average common shares outstanding - diluted 100,000 100,000 Net income available to common stockholders $ 115,000 $ 125,000 Adjustments: Net income attributable to noncontrolling common units of the Operating Partnership 2,500 2,900 Net income attributable to noncontrolling interests in consolidated property partnerships 12,500 14,500 Depreciation and amortization of real estate assets 235,500 235,500 Gains on sales of depreciable real estate (2,300) (2,300) Funds From Operations attributable to noncontrolling interests in consolidated property partnerships (22,000) (24,000) Funds From Operations (1)(2) $ 341,200 $ 351,600 Weighted average common shares and units outstanding - diluted 102,000 102,000 FFO per common share/unit - diluted $ 3.35 $ 3.45

________________________ (1) See page 31 for Management Statements on Funds From Operation and Funds Available for Distribution. (2) Reported amounts are attributable to common stockholders, common unitholders and restricted stock unit holders.

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Management Statements on Non-GAAP Supplemental Measures

Included in this section are management’s statements regarding certain non-GAAP financial measures provided in this supplemental financial report and, with respect to Funds From Operations available to common stockholders and common unitholders (“FFO”), in the Company’s earnings release on July 26, 2017 and the reasons why management believes that these measures provide useful information to investors about the Company’s financial condition and results of operations. Net Operating Income: Management believes that Net Operating Income (“NOI”) is a useful supplemental measure of the Company’s operating performance. The Company defines NOI as consolidated

• perating revenues (rental income, tenant reimbursements and other property income) less consolidated property and related expenses (property expenses, real estate taxes, provision

for bad debts and ground leases). Other real estate investment trusts (“REITs”) may use different methodologies for calculating NOI, and accordingly, the Company’s NOI may not be comparable to other REITs. Because NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expenses, other nonproperty income and losses, and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, reflects the consolidated revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective

• n operations not immediately apparent from net income. The Company uses NOI to evaluate its operating performance on a portfolio basis since NOI allows the Company to

evaluate the impact that factors such as occupancy levels, lease structure, rental rates, and tenant base have on the Company’s results, margins and returns. In addition, management believes that NOI provides useful information to the investment community about the Company’s financial and operating performance when compared to other REITs since NOI is generally recognized as a standard measure of performance in the real estate industry. However, NOI should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect general and administrative expenses, acquisition- related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact the Company’s results from operations. Same Store Net Operating Income: Management believes that Same Store NOI is a useful supplemental measure of the Company’s operating performance. Same Store NOI represents the consolidated NOI for all

• f the properties that were owned and included in the Company's stabilized portfolio for two comparable reporting periods. Because Same Store NOI excludes the change in NOI

from developed, redeveloped, acquired and disposed of and held for sale properties, it highlights operating trends such as occupancy levels, rental rates and operating costs on

• properties. Other REITs may use different methodologies for calculating Same Store NOI, and accordingly, the Company’s Same Store NOI may not be comparable to other

REITs. However, Same Store NOI should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect the operations of the Company’s entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact the Company’s results from operations.

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Management Statements on Non-GAAP Supplemental Measures, continued

Same Store Cash Net Operating Income: Management believes that Same Store Cash NOI is a useful supplemental measure of the Company’s operating performance. Same Store Cash NOI represents the consolidated NOI for all of the properties that were owned and included in the Company’s stabilized portfolio for two comparable reporting periods, adjusted for the net effect of straight-line rents, amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above and below market lease intangibles, and bad debt expense. Because Same Store Cash NOI excludes the change in NOI from developed, redeveloped, acquired and disposed of and held for sale properties, it highlights operating trends on a cash basis such as occupancy levels, rental rates and operating costs on properties. Other REITs may use different methodologies for calculating Same Store Cash NOI, and accordingly,

• ur Same Store Cash NOI may not be comparable to other REITs.

However, Same Store Cash NOI should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect the operations of the Company's entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company's properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact the Company's results from operations. EBITDA, as adjusted: Management believes that consolidated earnings before interest expense, depreciation and amortization, gain/loss on early extinguishment of debt, gains and losses on depreciable real estate, net income attributable to noncontrolling interests, preferred dividends and distributions, original issuance costs of redeemed preferred stock and preferred units, and impairment losses (“EBITDA, as adjusted”) is a useful supplemental measure of the Company’s operating performance. When considered with other GAAP measures and FFO, management believes EBITDA, as adjusted, gives the investment community a more complete understanding of the Company’s consolidated operating results, including the impact

• f general and administrative expenses and acquisition-related expenses, before the impact of investing and financing transactions and facilitates comparisons with competitors.

Management also believes it is appropriate to present EBITDA, as adjusted, as it is used in several of the Company’s financial covenants for both its secured and unsecured debt. However, EBITDA, as adjusted, should not be viewed as an alternative measure of the Company’s operating performance since it excludes financing costs as well as depreciation and amortization costs which are significant economic costs that could materially impact the Company’s results of operations and liquidity. Other REITs may use different methodologies for calculating EBITDA, as adjusted, and, accordingly, the Company’s EBITDA, as adjusted, may not be comparable to other REITs.

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Management Statements on Non-GAAP Supplemental Measures, continued

Funds From Operations: The Company calculates Funds From Operations available to common stockholders and common unitholders (“FFO”) in accordance with the White Paper on FFO approved by the Board of Governors of NAREIT. The White Paper defines FFO as net income or loss calculated in accordance with GAAP, excluding extraordinary items, as defined by GAAP, gains and losses from sales of depreciable real estate and impairment write-downs associated with depreciable real estate, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets) and after adjustment for unconsolidated partnerships and joint ventures. Our calculation of FFO includes the amortization of deferred revenue related to tenant-funded tenant improvements and excludes the depreciation of the related tenant improvement

• assets. We also add back net income attributable to noncontrolling common units of the Operating Partnership because we report FFO attributable to common stockholders and

common unitholders. Management believes that FFO is a useful supplemental measure of the Company’s operating performance. The exclusion from FFO of gains and losses from the sale of operating real estate assets allows investors and analysts to readily identify the operating results of the assets that form the core of the Company’s activity and assists in comparing those

• perating results between periods. Also, because FFO is generally recognized as the industry standard for reporting the operations of REITs, it facilitates comparisons of operating

performance to other REITs. However, other REITs may use different methodologies to calculate FFO, and accordingly, the Company’s FFO may not be comparable to all other REITs. Implicit in historical cost accounting for real estate assets in accordance with GAAP is the assumption that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies using historical cost accounting alone to be insufficient. Because FFO excludes depreciation and amortization of real estate assets, management believes that FFO along with the required GAAP presentations provides a more complete measurement of the Company’s performance relative to its competitors and a more appropriate basis on which to make decisions involving operating, financing and investing activities than the required GAAP presentations alone would provide. However, FFO should not be viewed as an alternative measure of the Company’s operating performance since it does not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties, which are significant economic costs and could materially impact the Company’s results from operations. Funds Available for Distribution: Management believes that Funds Available for Distribution available to common stockholders and common unitholders (“FAD”) is a useful supplemental measure of the Company’s

• liquidity. The Company computes FAD by adding to FFO the non-cash amortization of deferred financing costs, debt discounts and premiums and share-based compensation

awards and amortization of above (below) market rents for acquisition properties, then subtracting recurring tenant improvements, leasing commissions and capital expenditures and eliminating the net effect of straight-line rents, amortization of deferred revenue related to tenant improvements, adjusting for other lease related items and after adjustment for amounts attributable to noncontrolling interests in consolidated property partnerships. FAD provides an additional perspective on the Company’s ability to fund cash needs and make distributions to stockholders by adjusting FFO for the impact of certain cash and non-cash items, as well as adjusting FFO for recurring capital expenditures and leasing

• costs. Management also believes that FAD provides useful information to the investment community about the Company’s financial position as compared to other REITs since

FAD is a liquidity measure used by other REITs. However, other REITs may use different methodologies for calculating FAD and, accordingly, the Company’s FAD may not be comparable to other REITs.

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Definitions Included in Supplemental

Annualized Base Rent: Includes the impact of straight-lining rent escalations and the amortization of free rent periods and excludes the impact of the following: amortization of deferred revenue related to tenant-funded tenant improvements, amortization of above/below market rents, amortization for lease incentives due under existing leases, and expense reimbursement revenue. Additionally, the underlying leases contain various expense structures including full service gross, modified gross and triple net. Amounts represent percentage of total portfolio annualized contractual base rental revenue. Change in GAAP/Cash Rents (Leases Commenced): Calculated as the change between GAAP/cash rents for new/renewed leases and the expiring GAAP/cash rents for the same space. Excludes leases for which the space was vacant longer than one year, or vacant when the property was acquired by the Company. Change in GAAP/Cash Rents (Leases Executed): Calculated as the change between GAAP/cash rents for signed leases and the expiring GAAP/cash rents for the same space. Excludes leases for which the space was vacant longer than one year, or vacant when the property was acquired by the Company. Estimated Stabilization Date (Development): Management’s estimation of the earlier of stabilized occupancy (95%) or one year from the date of substantial completion for office properties and upon substantial completion for residential properties. FAD Payout Ratio: Calculated as current-quarter dividends accrued to common stockholders and common unitholders (excluding dividend equivalents accrued to restricted stock unitholders) divided by FAD. First Generation Capital Expenditures: Capital expenditures for newly acquired space, newly developed or redeveloped space, or change in use. These costs are not subtracted in our calculation of FAD. Fixed Charge Coverage Ratio: Calculated as EBITDA, as adjusted, divided by gross interest expense (excluding amortization of deferred debt costs and debt discounts/premiums) and current year accrued preferred dividends. FFO Payout Ratio: Calculated as current-quarter dividends accrued to common stockholders and common unitholders (excluding dividend equivalents accrued to restricted stock unitholders) divided by FFO attributable to common stockholders and unitholders.

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Definitions Included in Supplemental, continued

GAAP Effective Rate: The rate at which interest expense is recorded for financial reporting purposes, which reflects the amortization of any discounts/premiums, excluding debt issuance costs. Interest Coverage Ratio: Calculated as EBITDA, as adjusted, divided by gross interest expense (excluding amortization of deferred debt costs and debt discounts/premiums). Lease-up Properties: Properties recently developed or redeveloped that have not yet reached 95% occupancy and are within one year following cessation of major construction activities. Net Effect of Straight-Line Rents: Represents the straight-line rent income recognized during the period offset by cash received during the period that was applied to deferred rents receivable balances for terminated leases and the provision for bad debts recorded for deferred rent receivable balances. Operating Margins: Calculated as Net Operating Income divided by total revenues. Retention Rates (Leases Commenced): Calculated as the percentage of space either renewed or expanded into by existing tenants or subtenants at lease expiration. Same Store Portfolio: Our Same Store portfolio includes all of our properties owned and included in our stabilized portfolio for two comparable reporting periods, i.e., owned and included in our stabilized portfolio as of January 1, 2016 and still owned and included in the stabilized portfolio as of June 30, 2017. It does not include undeveloped land, development and redevelopment properties currently under construction or committed for construction, “lease-up” properties and properties held-for-sale. We define lease-up properties as properties recently developed or redeveloped that have not yet reached 95% occupancy and are within one year following cessation of major construction activities. We define redevelopment properties as those projects for which we expect to spend significant development and construction costs on existing or acquired buildings pursuant to a formal plan, the intended result of which is a higher economic return on the property. Stated Interest Rate: The rate at which interest expense is recorded per the respective loan documents, excluding the impact of the amortization of any debt discounts/premiums.

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Reconciliation of Net Income Available to Common Stockholders to Same Store Net Operating Income

(unaudited, $ in thousands)

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Net Income Available to Common Stockholders $ 29,833 $ 29,535 $ 56,162 $ 200,530 Net income attributable to noncontrolling interest in the Operating Partnership 616 829 1,239 4,439 Net income attributable to noncontrolling interests in consolidated property partnerships 3,242 216 6,375 411 Total preferred dividends 1,615 3,312 8,811 6,625 Net Income 35,306 33,892 72,587 212,005 Adjustments: General and administrative expenses 14,303 13,979 29,236 27,416 Acquisition-related expenses — 714 — 776 Depreciation and amortization 62,251 53,346 123,170 103,786 Interest income and other net investment gains (1,038) (311) (2,103) (582) Interest expense 17,973 14,384 35,325 26,213 Net loss on sale of land — 295 295 Gains on sales of depreciable operating properties — — (2,257) (145,990) Net Operating Income, as defined (1) 128,795 116,299 255,958 223,919 Wholly-Owned Properties 110,437 98,997 219,395 190,265 Consolidated property partnerships: (2) 100 First Street (3) 4,371 4,156 8,598 8,158 303 Second Street (3) 8,327 7,671 16,530 15,338 Crossing/900 (4) 5,660 5,475 11,435 10,158 Net Operating Income, as defined (1) 128,795 116,299 255,958 223,919 Net loss on sale of land — (295) — (295) Non-Same Store GAAP Net Operating Income (5) (19,753) (6,968) (38,029) (8,638) Same Store GAAP Net Operating Income 109,042 109,036 217,929 214,986 GAAP to Cash Adjustments: GAAP Operating Revenues Adjustments, net (6) (7,170) (8,869) (14,029) (21,264) GAAP Operating Expenses Adjustments, net (7) 144 (22) 1,062 (42) Same Store Cash Net Operating Income $ 102,016 $ 100,145 $ 204,962 $ 193,680

________________________ (1) Please refer to pages 29-30 for Management Statements on Net Operating Income, Same Store Net Operating Income and Same Store Cash Net Operating Income. (2) Reflects GAAP Net Operating Income for all periods presented. (3) On August 30, 2016 and November 30, 2016, the Company completed ventures with NBREM which contributed $191.4 million and $261.5 million, respectively, for 44% common equity interests in 100 First Street and 303 Second Street in San Francisco, CA, respectively. The $261.5 million contribution was net of NBREM's proportionate share of the existing mortgage debt secured by the 303 Second Street property. (4) For all periods presented, an unrelated third party entity owned an approximate 7% common equity interest in two properties located at 900 Jefferson Avenue and 900 Middlefield Road in Redwood City, CA. (5) Includes the results of one development project added to the stabilized portfolio in the first quarter of 2017, one development project added to the stabilized portfolio in the fourth quarter of 2016, two development office projects completed and stabilized in the first quarter of 2016, our residential project that was completed in the second quarter of 2016, four office and three retail buildings acquired during 2016, one office property disposed of during the first quarter of 2017, six office properties disposed of during 2016, and expenses for certain of our in-process, near-term and future development projects. (6) Includes the net effect of straight-line rents, amortization of deferred revenue related to tenant-funded tenant improvements and amortization of above and below market lease intangibles. (7) Includes the amortization of above and below market lease intangibles for ground leases and bad debt expense.

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Reconciliation of Net Income Available to Common Stockholders to EBITDA, as Adjusted

(unaudited, $ in thousands)

Three Months Ended June 30, 2017 2016

Net Income Available to Common Stockholders $ 29,833 $ 29,535 Interest expense 17,973 14,384 Depreciation and amortization 62,251 53,346 Net income attributable to noncontrolling common units of the Operating Partnership 616 829 Net income attributable to noncontrolling interests in consolidated property partnerships 3,242 216 Preferred dividends 1,615 3,312 EBITDA, as adjusted (1) $ 115,530 $ 101,622

________________________ (1) Please refer to page 30 for a Management Statement on EBITDA, as adjusted.